What are the three categories of final judgment convictions that disqualify a person from holding corporate office? A person is disqualified from being a director, trustee, or officer of any corporation if, within five (5) years prior to election, they were convicted by final judgment for specific offenses (SEC. 26, Revised Corporation Code of the […]
What is the required procedure and vote for the removal of a director or trustee by stockholders or members? Any director or trustee may be removed from office by a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock, or two-thirds (2/3) of the members entitled to vote
How is a vacancy in the board of directors filled, excluding removal or expiration of term? A vacancy occurring in the board of directors or trustees due to reasons other than removal or expiration of term may be filled by a vote of at least a majority of the remaining directors or trustees, provided they
What are the functions and how is an emergency board to fill a vacancy constituted? An emergency board may be temporarily formed when a vacancy prevents the remaining directors from constituting a quorum, and critically, emergency action is required to prevent grave, substantial, and irreparable loss or damage to the corporation (SEC. 28, Revised Corporation
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What is the limit on the total yearly compensation for directors or trustees? In the absence of a provision in the bylaws fixing their compensation, directors or trustees shall not receive any compensation in their capacity as such, except for reasonable per diems (SEC. 29, Revised Corporation Code of the Philippines). However, stockholders representing a
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Under what conditions are directors, trustees, or officers liable jointly and severally for damages? Directors or trustees are held jointly and severally liable for all resulting damages if they willfully and knowingly vote for or assent to patently unlawful acts of the corporation (SEC. 30, Revised Corporation Code of the Philippines). Liability also arises if
What happens if a director or officer acquires an interest adverse to the corporation in a confidential matter? A director, trustee, or officer is strictly prohibited from attempting to acquire, or actually acquiring, any interest adverse to the corporation in respect of any matter that was reposed in them in confidence (SEC. 30, Revised Corporation
What is the deadline and content requirement for reporting the election of corporate officers and directors to the SEC? Within thirty (30) days after the election of directors, trustees, and officers, the corporate secretary or another authorized officer must submit a report to the SEC (SEC. 25, Revised Corporation Code of the Philippines). This report
What details regarding capital structure must a stock corporation’s Articles of Incorporation set forth? If the corporation is a stock corporation, its Articles of Incorporation must detail the amount of its authorized capital stock, the number of shares into which this capital stock is divided, and the par value of each share (SEC. 13, Revised
How must amendments to the Articles of Incorporation be indicated upon filing? Amendments to the articles of incorporation must be clearly indicated by underscoring the change or changes made to the text (SEC. 15, Revised Corporation Code of the Philippines). A copy of the amended articles must be submitted to the SEC, duly certified under
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